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SITKA GOLD CORP. — Capital/Financing Update 2025
Nov 9, 2025
47448_rns_2025-11-09_d97cf5a9-ff5a-403c-a064-5ffdf9ee5ab9.pdf
Capital/Financing Update
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FORM 51-102F3 MATERIAL CHANGE REPORT
ITEM 1. NAME AND ADDRESS OF COMPANY
Sitka Gold Corp. (the " Company ") 1500 – 409 Granville Street Vancouver, BC V6T 1T2
ITEM 2. DATE OF MATERIAL CHANGE
October 30, 2025 and November 5, 2025
ITEM 3. NEWS RELEASE
Issued on October 30, 2025 and on November 5, 2025 through Newswire and subsequently filed on SEDAR+.
ITEM 4. SUMMARY OF MATERIAL CHANGE
On October 30, 2025, the Company closed a brokered private placement (the “ Brokered Offering ”) and a concurrent non-brokered private placement (the “ Non-Brokered Charity FT Offering ”, and together with the Brokered Offering, the “ Charity FT Offering ”) for aggregate gross proceeds of $28,552,402 through the issuance of an aggregate of 18,540,521 common shares of the Company that qualify as “flow-through shares” (the “ FT Shares ”) within the meaning of the Income Tax Act (Canada) (the “ Tax Act ”). The FT Shares issued pursuant to the Charity FT Offering were sold at a price of $1.54 per FT Share.
On November 5, 2025, the Company closed a non-brokered private placement (the “ NonBrokered Traditional FT Offering ” and collectively with the Charity FT Offering, the “ Offerings ”) for aggregate gross proceeds of $2,055,000 through the issuance of an aggregate of 1,500,000 FT Shares. The FT Shares issued pursuant to the Non-Brokered Traditional FT Offering were sold at a price of $1.37 per FT Share.
ITEM 5.1 FULL DESCRIPTION OF MATERIAL CHANGE
On October 30, 2025, the Company closed the Charity FT Offering for aggregate gross proceeds of $28,552,402. The Brokered Offering was comprised of 16,235,000 FT Shares issued at a price of $1.54 per FT Share for gross proceeds of $25,001,900. The Non-Brokered Charity FT Offering was comprised of 2,305,521 FT Shares issued at a price of $1.54 per FT Share for gross proceeds of $3,550,502. Each of the FT Shares issued pursuant to the Charity FT Offering were issued as part of a charity arrangement and qualify as “flow-through shares” within the meaning of the Tax Act.
An aggregate of 12,988,000 FT Shares issued under the Brokered Offering were offered on a private placement basis pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions (“ NI 45-106 ”) and in reliance on the amendments to Part 5A of NI 45-106 set forth in Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption , and as such are not subject to resale restrictions under applicable Canadian securities laws. An aggregate of 3,247,000 FT Shares issued under the Brokered Offering and all of the FT Shares comprising
the Non-Brokered Charity FT Offering were offered pursuant to other applicable exemptions provided under NI 45-106 and are subject to a four-month hold period from the closing date of the Charity FT Offering under applicable Canadian securities laws.
The Brokered Offering was led by Beacon Securities Limited on behalf of a syndicate of underwriters including Cormark Securities Inc., Agentis Capital Markets (First Nations Financial Markets Limited Partnership), Canaccord Genuity Corp., BMO Capital Markets, Paradigm Capital Inc., and Desjardins Capital Markets (collectively, the “ Underwriters ”).
In connection with the Brokered Offering, the Company (i) paid to the Underwriters a cash commission of $1,500,114, and (ii) issued to the Underwriters 974,100 compensation options (each, a “ Compensation Option ”). Each Compensation Option entitles the holder thereof to acquire one common share of the Company at a price of $1.54 for a period of 24 months from the closing date of the Brokered Offering. The Compensation Options will be subject to a four month hold period under applicable Canadian securities laws. No finder’s fees were paid in connection with the Non-Brokered Charity FT Offering.
On November 5, 2025, the Company closed the Non-Brokered Traditional FT Offering for aggregate gross proceeds of $2,055,000 through the issuance of 1,500,000 FT Shares issued at a price of $1.37 per FT Share. Each of the FT Shares qualify as “flow-through shares” within the meaning of the Tax Act.
All securities issued pursuant to the Non-Brokered Traditional FT Offering are subject to a hold period expiring on March 6, 2026. No finder’s fees were paid in respect of the Non-Brokered Traditional FT Offering.
The Company will use an amount equal to the gross proceeds from the Offerings to incur eligible “Canadian exploration expenses” that will qualify as “flow-through mining expenditures” as such terms are defined in the Tax Act (the “ Qualifying Expenditures ”) related to the Company’s RC Gold Project in the Yukon Territory, Canada on or before December 31, 2026. All Qualifying Expenditures will be renounced in favour of the subscribers effective December 31, 2025.
The securities offered pursuant to the Offerings have not been, and will not be, registered under the United States Securities Act of 1933 (the “ U.S. Securities Act ”) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.
The Offerings are subject to the final approval of the TSX Venture Exchange.
ITEM 5.2 DISCLOSURE FOR RESTRUCTURING TRANSACTION
Not applicable.
ITEM 6. RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51-102
Not applicable.
ITEM 7. OMITTED INFORMATION
Not applicable.
ITEM 8. EXECUTIVE OFFICER
Corwin Coe, Chief Executive Officer Phone: 1–604-817-4753 ITEM 9. DATE OF REPORT November 8, 2025
Cautionary and Forward-Looking Statements
This material change report includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as “forward-looking statements”, are not historical facts, are made as of the date of this news release and include without limitation, statements about the tax treatment of the FT Shares, the timing to renounce all Qualifying Expenditures in favour of the subscribers, the use of proceeds of the Offerings, statements regarding discussions of future plans, estimates and forecasts and statements as to management’s expectations and intentions and the Company’s anticipated work programs.
These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things, that the Company will use the proceeds of the Offerings as anticipated, that the Company will not be able to renounce the Qualifying Expenditures on the timeline anticipated, or at all, that the Company will receive all necessary approvals in respect of the Offerings, market uncertainty, changes to the Company’s business plans and exploration targets and the results of the Company’s anticipated work programs.
Forward-looking statements are based on certain material assumptions and analysis made by the Company and the opinions and estimates of management as of the date of this news release, including, among other things, that the Company will use the proceeds of the Offerings as anticipated, assumptions regarding the tax treatment of the FT Shares and renunciation of the Qualifying Expenditures and that the Company will receive the final approval of the TSX Venture Exchange in respect of the Offerings.
Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.